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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)


(Mark One)

|                                                                                               
|-----------------------------------------------------------------------------------------------
|x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                      March 31, 2002

OR

|                                                                                                
|------------------------------------------------------------------------------------------------
|o       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number                                 0-30035

EXULT, INC.

(Exact Name of Registrant as Specified in Its Charter)


|                                                                                            |  |                                                
|------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or Other Jurisdiction of
Incorporation or Organization)                     |  | 33-0831076
(I.R.S. Employer
Identification No.)
|                                                                                            |  |                                                
|121 Innovation Drive, Suite 200
Irvine, California
(Address of Principal Executive Offices) |  | 92612(Zip Code)                                

(949) 856-8800
(Registrants Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


Indicate by check whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   x   No   o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes   x   No   o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding and each of the issuers classes
of common stock, as of the latest practicable date.

|             |  |                              
|------------ |  | -----------------------------
|Class        |  | Outstanding at March 31, 2002
|             |  |                              
|Common Stock |  | 104,812,639                  



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TABLE OF CONTENTS



|                            |                                           |  |  |  |  |  |  | 
|--------------------------- | ----------------------------------------- |  |  |  |  |  |  | 
|EXPLANATORY NOTE           
|PART II. OTHER INFORMATION.
|                            | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
|SIGNATURES                 
|CERTIFICATION              
|CERTIFICATION              
|EXHIBIT INDEX              
|EXHIBIT 10.40              



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EXPLANATORY NOTE

This Amendment No. 1 to the Registrants Quarterly Report on Form 10-Q for
the period ending March 31, 2002 is being filed solely to amend Exhibit 10.40.
The exhibit, originally filed on April 26, 2002, omitted certain information
with respect to which the Registrant was seeking confidential treatment. The
Registrant amended its confidential treatment request on February 28th, 2003
and the amended exhibit reflects such amended confidential treatment request.
No revisions have been made to the Registrants financial statements or any
other disclosure contained in such Quarterly Report.




PART II. OTHER INFORMATION.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



|(a) |  | Exhibits.
|--- |  | ---------

The following Exhibits are incorporated herein by reference.

|        |  |                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                     
|Number  |  | Description                                                                                                         
|        |  |                                                                                                                     
|3.1*    |  | Fourth Amended and Restated Certificate of Incorporation of Exult, Inc.                                             
|3.2*    |  | Amended and Restated Bylaws of Exult, Inc.                                                                          
|10.40** |  | Services Agreement between Exult, Inc. and The Prudential Insurance
Company of America dated as of January 11, 2002.



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|*  |  | Previously filed with the Companys Registration Statement on Form S-1
Registration No. 333-31754, and incorporated herein by reference.                                                                     
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | Confidential treatment is being sought with respect to certain portions
of this agreement. Such portions have been omitted from this filing and
filed separately with the Securities and Exchange Commission.



|(b) |  | Reports on Form 8-K.
|--- |  | --------------------

None.





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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, as amended,
the undersigned has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 28th day of February, 2003.

| |  |             |  |                                                                                                               
| |  | ----------- |  | --------------------------------------------------------------------------------------------------------------
| |  | EXULT, INC.
| |  |             |  |                                                                                                               
| |  | By:         |  | /s/                       James C. Madden, V                                                                  
| |  |             |  |                                                                                                               
| |  |             |  | James C. Madden, V
Chief Executive Officer, President, and
Chairman of the Board
(principal executive officer)
| |  |             |  |                                                                                                               
| |  | By:         |  | /s/                       Michael F. Henn                                                                     
| |  |             |  |                                                                                                               
| |  |             |  | Michael F. Henn
Executive Vice President, Treasurer and
Chief Financial Officer
(principal financial officer) 
| |  |             |  |                                                                                                               
| |  | By:         |  | /s/                       Robert G. McGraw                                                                    
| |  |             |  |                                                                                                               
| |  |             |  | Robert G. McGraw
Vice President, Finance and
Chief Accounting Officer
(principal accounting officer)          





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CERTIFICATION

I, James C. Madden, V, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q/A of Exult, Inc.;
and                                                                                                                                                                                                                                                      
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

|      |                   |  |                                                                                                     
|----- | ----------------- |  | ----------------------------------------------------------------------------------------------------
|Date: | February 28, 2003 |  | /s/     James C. Madden, V                                                                          
|      |                   |  |                                                                                                     
|      |                   |  | James C. Madden, V
          Chief Executive Officer, President, and
          Chairman of the Board





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CERTIFICATION

I, Michael F. Henn, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q/A of Exult, Inc.;
and                                                                                                                                                                                                                                                      
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.

|      |                   |  |                                                                                                    
|----- | ----------------- |  | ---------------------------------------------------------------------------------------------------
|Date: | February 28, 2003 |  | /s/     Michael F. Henn                                                                            
|      |                   |  |                                                                                                    
|      |                   |  | Michael F. Henn
          Executive Vice President, Treasurer and
          Chief Financial Officer





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EXHIBIT INDEX

|        |  |                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                     
|Number  |  | Description                                                                                                         
|        |  |                                                                                                                     
|3.1*    |  | Fourth Amended and Restated Certificate of Incorporation of Exult, Inc.                                             
|3.2*    |  | Amended and Restated Bylaws of Exult, Inc.                                                                          
|10.40** |  | Services Agreement between Exult, Inc. and The Prudential Insurance
Company of America dated as of January 11, 2002.



---

|*  |  | Previously filed with the Companys Registration Statement on Form S-1
Registration No. 333-31754, and incorporated herein by reference.                                                                     
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | Confidential treatment is being sought with respect to certain portions
of this agreement. Such portions have been omitted from this filing and
filed separately with the Securities and Exchange Commission.